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Share Charge Agreement
"I need a Share Charge Agreement under Indonesian law for a tech startup's shares being pledged as security for a venture capital investment, with the charge to be effective from March 2025 and including provisions for maintaining founder voting rights until default."
1. Parties: Identification of the Chargor (share owner), Chargee (security recipient), and the Company whose shares are being charged
2. Background: Context of the share charge, including reference to the underlying obligation being secured
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Creation of Security: Express provisions creating the security interest over the shares
5. Secured Obligations: Definition and scope of the obligations being secured by the share charge
6. Representations and Warranties: Statements by the Chargor regarding ownership, authority, and status of the charged shares
7. Covenants: Ongoing obligations of the Chargor regarding the charged shares
8. Voting Rights and Dividends: Provisions governing exercise of voting rights and receipt of dividends pre and post-enforcement
9. Events of Default: Circumstances that trigger enforcement rights
10. Enforcement: Rights and procedures for enforcing the security interest
11. Power of Attorney: Appointment of the Chargee as attorney for specific purposes
12. Further Assurance: Obligation to execute additional documents or take actions to perfect the security
13. Notices: Process for giving formal notices under the agreement
14. Assignments and Transfers: Rules regarding transfer of rights under the agreement
15. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Security Agent Provisions: Required when the security is held by a security agent on behalf of multiple beneficiaries
2. Foreign Law Considerations: Required when there are cross-border elements requiring compliance with foreign laws
3. Currency Provisions: Required when the underlying secured obligations are in foreign currency
4. Tax Provisions: Detailed tax provisions required when specific tax implications need to be addressed
5. Regulatory Compliance: Special provisions required for compliance with specific regulatory requirements (e.g., if shares are in a regulated entity)
6. Share Retention Provisions: Required when there are specific requirements about minimum shareholding to be maintained
7. Priority Arrangements: Required when there are multiple security interests over the same shares
1. Share Details: Details of the charged shares including share certificates numbers, class, and percentage of shareholding
2. Form of Notice to Company: Template notice to be sent to the Company regarding the creation of the share charge
3. Form of Acknowledgment: Template acknowledgment to be obtained from the Company
4. Powers of Attorney: Forms of powers of attorney required under Indonesian law
5. List of Existing Security Interests: Details of any existing security interests over the shares
6. Form of Transfer Documents: Pre-signed share transfer forms and other documents required for enforcement
7. Registration Requirements: Checklist of registration requirements and forms for various authorities
8. Corporate Authorizations: Required corporate approvals and resolutions
Authors
Articles of Association
Business Day
Charged Property
Charged Shares
Company
Default Interest Rate
Dividends
Enforcement Event
Encumbrance
Event of Default
Facility Agreement
Finance Documents
Financial Indebtedness
Governing Law
Indonesian Civil Code
Liabilities
OJK
Parties
Power of Attorney
Related Rights
Rights of Enforcement
Secured Obligations
Security Interest
Security Period
Share Certificates
Shareholders Register
Signing Date
Special Power of Attorney (SKMHT)
Underlying Documents
Voting Rights
Working Days
Transaction Documents
Security Agent
Security Documents
Material Adverse Effect
Permitted Security Interest
Register of Fiducia
Relevant Jurisdiction
Share Transfer Form
Total Exposure
Security Assets
Secured Parties
Registration Requirements
Regulatory Approvals
Interpretation
Creation of Security
Perfection of Security
Representations and Warranties
Secured Obligations
Security Interest
Continuing Security
Covenants
Voting Rights
Dividend Rights
Share Transfer Restrictions
Events of Default
Enforcement
Power of Attorney
Registration Requirements
Regulatory Compliance
Further Assurance
Costs and Expenses
Indemnification
Assignment and Transfer
Amendments
Notices
Severability
Counterparts
Confidentiality
Governing Law
Dispute Resolution
Language Requirements
Priority of Security
Release of Security
Remedies and Waivers
Set-off Rights
Corporate Authorizations
Tax Provisions
Currency Provisions
Entire Agreement
Banking & Financial Services
Investment Management
Private Equity
Corporate Finance
Securities & Capital Markets
Manufacturing
Technology
Real Estate
Infrastructure
Energy
Mining
Telecommunications
Retail & Consumer Goods
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Treasury
Investment
Corporate Finance
Credit
Operations
Legal Counsel
Corporate Lawyer
Finance Director
Chief Financial Officer
Investment Manager
Corporate Secretary
Compliance Officer
Security Trustee
Transaction Manager
Risk Manager
Company Director
Investment Banker
Private Equity Manager
Credit Manager
Legal Director
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